000-49842
(Commission File Number) |
77-0556376
(I.R.S. Employer Identification No.) |
15245 Shady Grove Road, Suite 400, Rockville, MD
(Address of Principal Executive Offices) |
20850
(Zip Code) |
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $.001 per share
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CEVA
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The NASDAQ Stock Market LLC
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Weighting
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Financial Target
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Threshold for Receipt of Bonus
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Linear Calculation Above 90% or 50% of Target
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Linear Calculation above 100% of Target
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40%
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Specified 2022 revenue target approved by the Board (the “2022 Revenue Target”)
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90% of 2022 Revenue Target
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If the Corporation achieves between 90% and 100% of the 2022 Revenue Target, that percentage of the bonus amount, subject to 40% weighting, would be payable
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For the 2022 Revenue Target, if the actual result exceeds 100% of the target, every 1% increase above the target, up to 110%, would result in an increase of 4% for Mr. Wertheizer and an increase of 2.5% for each of Messrs. Arieli and Boukaya, subject to 40% weighting
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40%
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Specified 2022 non-GAAP earnings per share approved by the Board (the “2022 EPS Target”)
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90% of 2022 EPS Target
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If the Corporation achieves between 90% and 100% of the 2022 EPS Target, that percentage of the bonus amount, subject to 40% weighting, would be payable
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For the 2022 EPS Target, if the actual result exceeds 100% of the target, every 1% increase above the target, up to 110%, would result in an increase of 4% for Mr. Wertheizer and an increase of 2.5% for each of Messrs. Arieli and Boukaya, subject to 40% weighting
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20%
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Specified 2022 revenue target approved by the Board for licensing, NRE and related revenues (excluding sensor fusion chip sales) attributed to North America (the “2022 North America Target”)
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50% of the 2022 North America Target
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If the Corporation achieves between 50% and 100% of the 2022 North America Target, that percentage of the bonus amount, subject to 20% weighting, would be payable
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If the Corporation achieves above 100% of the 2022 North America Target, every 1% increase above the target, up to 110%, would result in a 1.5% increase in bonus payable for each officer, subject to 20% weighting
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Named Executive Officer
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Target Award
(as a percentage of base salary) |
Maximum Award
(as a percentage of base salary) |
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Gideon Wertheizer
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70 |
%
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110 |
%
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Yaniv Arieli
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50 |
%
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75 |
%
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Michael Boukaya
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50 |
%
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75 |
%
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Weighting
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Goals
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50%
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Vesting of the full 50% of the PSUs occurs if the Corporation achieves the 2022 license, NRE and related revenue target approved by the Board (the “2022 License Revenue Target”). The vesting threshold is achievement of 90% of 2022 License Revenue Target. If the Corporation’s actual result exceeds 90% of the 2022 License Revenue Target, every 1% increase of the 2022 License Revenue Target, up to 110%, would result in an increase of 2 % of the eligible PSUs.
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50%
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Vesting of the full 50% of the PSUs occurs if the Corporation achieves positive total shareholder return whereby the return on the Corporation’s stock for 2022 is greater than the S&P500 index. The vesting threshold is if the return on the Corporation’s stock for 2022 is at least 90% of the S&P500 index. If the return on the Corporation’s stock, in comparison to the S&P500, is above 90% but less than 99% of the S&P500 index, 91% to 99% of the eligible PSUs would be subject to vesting. If the return on the Corporation’s stock exceeds 100% of the S&P500 index, every 1% increase in comparison to the S&P500 index, up to 110%, would result in an increase of 2% of the eligible PSUs.
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CEVA, INC.
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Date: February 18, 2022
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By:
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/s/ Yaniv Arieli
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Yaniv Arieli
Chief Financial Officer |
Exhibit 10.1
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH PORTIONS ARE MARKED AS INDICATED WITH BRACKETS (“[***]”) BELOW.
February 14, 2022
To: Issachar Ohana, EVP WW Sales, CEVA, Inc. (the “Company”)
From: Gideon Wertheizer, CEO
2022 Incentive Bonus Plan (“IB Plan”)
This document details the composition for your Incentive Bonus for achieving pre-determined targets for calendar year 2022.
Effective date/terms: The IB Plan is effective from January 1, 2022 through December 31, 2022, unless modified in writing by the CEO. This plan supersedes all prior commission plans. The Company reserves the right to make changes to the IB Plan at any time with or without advance notice and for any reason, to the extent permitted by applicable law. The Company has the sole and absolute right and discretion to determine when incentive compensation under this IB Plan has been earned. All payments under this IB Plan are subject to deductions and withholdings required by applicable law. Nothing in this IB Plan changes your at-will employment status with the Company.
Plan Eligibility: The IB Plan applies to full-time sales personnel. If you resign, your employment is terminated, or you otherwise cease to be an employee of the Company for any reason, you will be eligible to receive payment under the IB Plan based on any revenue amount that is recognized by the Company on or before your last day of employment with the Company. You cannot earn incentive compensation under this IB Plan after your employment with the Company terminates for any reason.
The IB Plan provides incentive compensation for achieving recognized revenue targets within four components:
(A) |
Company’s Annual Revenue Target (“CRT”) |
(B) |
America Annual Revenue Target (“ART”), which excludes revenue from royalties and Hillcrest Labs chip sales. |
(C) |
Company’s Quarterly Revenue Target (“CQRT”) |
(D) |
Strategic Accounts License Agreements (“SA”) |
For the purposes of the IB Plan, revenue amounts that are “recognized” means bookings that have been invoiced and recognized as revenue by the Company, and paid after the end of an applicable quarter (or interim period ending on your termination of employment, if applicable) within 60 days. For purposes of this IB Plan, “bookings” means the Company has signed a deal with a customer, and such deal is not subject to any refund, chargeback, credit or recoupment by the customer. In the event of any dispute, the Company’s formal, approved and legitimate booking records shall be dispositive evidence, and the determination of booking otherwise by the Company’s board of directors shall be binding absent manifest error.
Exhibit 10.1
CRT & ART Compensation
1. Payment for achieving 100% CRT (subject to additional payment on multiplier): $140,000
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CRT for Calendar Year 2022 is: $[***] |
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Commission Rate: [***] |
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Commission Multiplier: Will be applied to the commission rate per the matrix below: |
Actual Revenue as Percentage of the CRT |
Commission Multiplier to be Applied |
From 0 to 100% |
1.0 |
From 100% and above |
1.5 |
2. Payment for achieving 100% ART (subject to additional payment on multiplier): $35,000
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ART for Calendar Year 2022 is: $[***] |
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Commission Rate: [***] |
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Commission Multiplier: Will be applied to the commission rate per the matrix below: |
Actual Revenue as Percentage of ART |
Commission Multiplier to be Applied |
From 0 – 50% |
0.5 |
From 50% -100% (*) |
1.0 |
From 100% and above |
1.5 |
(*) Note: The commission multiplier of 1.0 will be applied for whole actual revenue if it exceeds 50% of the ART. The commission multiplier of 1.5 will be applied only on the portion of the actual revenue that exceeds 100% of ART.
While CRT and ART are based on the Company’s annual targets, the IB Plan payment is calculated on a quarterly basis, with annual targets calculated pro rata for each quarter.
CQRT Compensation
$6,000 payment each quarter based on achievement of the following CQRT:
i. |
Q1 $[***] |
ii. |
Q2 $[***] |
iii. |
Q3 $[***] |
iv. |
Q4 $[***] |
Exhibit 10.1
Strategic Accounts Compensation
1. |
$6,000 for each new license agreement with any company listed under the Strategic Accounts List (below) that meets the following pre-requisites: |
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License agreement includes a licensing fee that is greater than $[***], excluding future or pre-paid royalties. |
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Royalty revenue pricing is set at the lowest bracket of greater than $[***] per CEVA powered chip/device. |
Strategic Accounts List:
[***]
2. |
$10,000 for each Integrated IP Services agreement that meets the following pre-requisites: |
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License fee and NRE fees greater than $[***], excluding future or pre-paid royalties; and |
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Royalty revenue pricing at the lowest bracket, of greater than $[***] per CEVA powered chip/device or chip unit mark up of greater than $[***] per chip. |
Note: No double counting or double payment will apply for the above SA Compensation section.
For booking credit to apply, such bookings must be approved by the Company in questionable deals, i.e., deals in which payment is not made per the applicable license agreement, changes are made to a deal, deal terminations occur or other non-standard deal terms apply.
Payments are calculated on an annual basis, based on bookings that have been invoiced and recognized as revenue by the Company, and are paid as soon as is practically possible.
The total maximum bonus payment due for SA deals will be capped at $42,000 if the annual revenue achieved by the Company is below the CRT, as defined in this IB Plan.
* * *
Exhibit 10.1
I have read and understand the 2022 Incentive Bonus Plan. I have received a copy of the plan for my record. I accept the terms and conditions of the IB Plan as outlined above and agree that my incentive compensation will be determined according to these terms and conditions.
/s/ Issachar Ohana | February 17, 2022 | |
Issachar Ohana, EVP Worldwide Sales | Date | |
/s/ Gideon Wertheizer | February 17, 2022 | |
Gideon Wertheizer, CEO | Date |
CC: Finance
HR, Employee File